Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing C.P.(CAA) No. 145/230/HDB/2017 is filed by M/s. Rexnord India Private Limited (Petitioner / Transferor Company) under Sections 230 & 232 of the Companies Act, 2013, by inter-alia seeking to sanction Scheme of Amalgamation in question, so as to be binding on all the Equity Shareholders / Members, Creditors and employees of the Petitioner / Transferor Company, etc.
(2.) Brief facts, which are relevant to the issue in question, are as under: a. M/s. Rexnord India Private Limited (Petitioner / Transferor Company) is was original registered as a Private Limited Company on 30.05.2008 under the Companies Act, 1956. Later on, the jurisdiction of Registrar of Companies, Mumbai has been transferred to jurisdiction of Registrar of Companies, Pune, on 09.02.2010. Subsequently, the company had changed its Registered Office from the State of Maharashtra to the State of Telangana by passing a special resolution on 09.08.2016 and on obtaining the approval of the Central Government on 10.01.2017. A fresh certificate of incorporation consequent on the transfer of its registered office from the State of Maharashtra to the State of Telangana was issued by Registrar of Companies, Andhra Pradesh and Telangana on 1st day of February, 2017. The Company has its registered office at Plot No. 92, CLE Phase - II, Gandhi Nagar, Balanagar, Hyderabad, Telangana - 500037, India. b. The main objects of the Transferor Company is to carry on business as an exporter importer, purchaser, seller and trader of (including manufacturing, distributing, warehousing, assembling, installing, maintaining, repairing and servicing etc., c. The present Authorised Share Capital of the Petitioner / Transferor Company as on 31.03.2016 is Rs.20,00,000/- divided into 2,00,000 Equity Shares of Rs.10/- each. The issued subscribed paid up Capital of the Transferor Company is Rs.3,38,020/- divided into 33,802 equity shares of Rs.10/- each. d. M/s. Euroflex Transmissions (India) Private Limited (Petitioner / Transferee Company) was incorporated as a Private Limited Company on 16.12.1991 under the Companies Act, 1956. The Registered Office of the Transferee Company is situated at Plot No.99, CLE. Phase-ll, Gandhi Nagar, 'Balanagar, Hyderabad, Telangana. The main objects of the Transferee Company as set out in the Memorandum of Association are to carry on the business as manufacture, buyers, sellers, importers, exporters and agents and reconditioners for all kinds of Mechanical Transmission products including shaft couplings of all kinds and components, parts, accessories and raw materials thereof etc., e. The Authorized Share Capital of the Transferee Company as on 31.03.2016 is Rs. 30,00,000/- divided into 30,000 Equity Shares of Rs.100/- each. The issued subscribed and paid up capital of the Transferor Company is Rs. 18,85,700/- divided into 18,857 equity shares of Rs. 100/- each full paid up.
(3.) The Transferor Company and the Petitioner / Transferee Company are part of Rexnord Group of Companies, headquarters at Milwaukee, Wisconsin, USA and the objects of the Transferor Company complement the objects of the Transferee Company and the amalgamation of these companies have the following benefits i. To fully integrate as single entity so as to provide more manufacturing facility of both Transferor Company and Transferee Company under one roof. ii. To enhance the scale of operations thereby providing significant impetus to the growth of both the Companies, since they are engaged in line of business that could draw upon synergies between both Petitioner / Transferor Company and Transferee Companies. iii. Consolidation of the Transferor Company with the Transferee Company by way of amalgamation would lead to a more efficient utilisation of capital, improved financial structure and create a stronger asset base for future growth of the amalgamated entity. iv. The amalgamation would improve the financial resources, managerial, technical and marketing expertise of the Transferor Company and the Transferee Company thereby enabling the amalgamated entity to compete successfully in the ever increasing competition industry and pruning the operational and administrative costs. v. The amalgamation would result in enhanced potential for increase in avenues and profits for the amalgamated entity and its shareholders. The amalgamation would provide synergistic linkages besides pruning the operational and administrative costs and other benefits resulting from the economies of scale, by combining the businesses and operations of the Transferor Company and the Transferee Company and thus contributing to the profitability of the amalgamated entity by rationalisation of management and administra5tive structure and greater alignment of the businesses by reducing the number of legal entities and also statutory compliances. vi. Hence, the Board of Directors of the Transferor Company and Transferee Companies at their respective meetings held on 06ch day of March, 2017 approved the Scheme of Amalgamation with effect from April 1, 2016 (Appointed date) subject to the approval of the shareholders, creditors and confirmation by this Tribunal.;